FreeCast, Inc. Class A Common Stock

Economic and market conditions · Consumer spending and confidence

Our growth may become stagnant for many other reasons, including decreasing consumer spending, increasing competition, slowing growth in the consumption of online video, radio and games, changes in government policies or general economic conditions.

Economic and market conditions · Market volatility and financial crises

The market price of our Class A common stock has been highly volatile and may continue to be highly volatile, and shareholders may lose all or a substantial portion of their investment. The market price of our Class A common stock has experienced significant volatility since it began trading on The Nasdaq Global Market on March 10, 2026.

Natural and catastrophic events · Force majeure and business interruption

In addition, fires, floods, earthquakes, power losses, telecommunications failures and other catastrophic events could damage our systems or those of our third-party service providers or cause them to fail completely. As we do not maintain fully redundant systems, any such disruption could result in prolonged downtime, loss of subscribers and harm to our business.

Geopolitical and trade · Regulatory and policy uncertainty

Our BEST model is subject to regulatory uncertainty related to broadcast standards and Over-the-Air television policy. Our BEST model operates at the intersection of traditional over-the-air broadcasting and internet streaming, an area subject to evolving federal regulation. Changes in FCC policy regarding broadcast encryption, ATSC 3.0 implementation timelines, digital rights management requirements or over-the-air (OTA) spectrum allocation could affect the viability or cost-effectiveness of our BEST deployment model.

Market position and competition · Disruptive competitors and new market entrants

New entrants may enter the market with unique service offerings or approaches to distributing online video, radio and games and other companies also may enter into business combinations or alliances that strengthen their competitive positions. The changes and developments taking place in our industry may also require us to re-evaluate our business model and adopt significant changes to our long-term strategies and business plan.

Strategic execution · Geographic expansion and market entry

We are currently engaged in an effort to grow our service by promoting online access renewal, developing new products, expanding internationally and to residents of rural areas. With respect to our international expansion, we will also need to establish our brand and to the extent we are not successful, our business in new markets would be adversely impacted.

Customer and revenue · Changing customer preferences and behavior

Changes in consumer viewing habits, including more widespread usage of demand methods of entertainment video consumption could adversely affect our business. The manner in which consumers seek entertainment online is changing rapidly. Digital cable, wireless and Internet content providers are continuing to improve technologies, content offerings, user interfaces and business models.

Strategic execution · Joint venture and partnership risks

We rely upon a number of partners to offer our service. If we are not successful in maintaining existing and creating new relationships with content providers, or if we encounter technological, content licensing or other impediments to our ability to organize content, our ability to grow our business could be adversely impacted.

Market and investment · Market volatility and economic cycles

Our growth may become stagnant for many other reasons, including decreasing consumer spending, increasing competition, slowing growth in the consumption of online video, radio and games, changes in government policies or general economic conditions.

Capital structure and performance · Debt management and refinancing

Any debt financing, if available, may involve restrictive covenants that could adversely affect our ability to conduct our business. If we are not able to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue the development or commercialization of new products.

Capital structure and performance · Dividend policy and capital allocation

We do not intend to pay cash dividends for the foreseeable future, so shareholders' returns, if any, will depend on appreciation in the market price of our Class A common stock. We have never declared or paid any cash dividends on our Class A common stock. We currently intend to retain any future earnings to finance the operation and expansion of our business.

Credit and liquidity · Access to capital and financing

We may require additional capital to support our operations and growth, and additional financing may not be available on acceptable terms, or at all. If we require additional financing, we cannot be certain that such financing will be available on acceptable terms, or at all.

Industry regulation · Regulatory compliance and changes

Changes in laws or regulations governing the Internet, including laws affecting net neutrality, could adversely affect our business. Our business depends on consumers' ability to access our services over the Internet. Changes in laws or regulations governing Internet access, or actions by broadband and other Internet service providers, could affect the cost, quality or availability of access to our services.

Legal and litigation · Litigation and legal proceedings

We may face claims or liability relating to content accessed or made available through our services, which could adversely affect our business and results of operations. Any such claims, whether or not meritorious, could result in costly litigation, divert management's attention and resources, damage our reputation or require us to alter our services.

Corporate governance · Board composition and independence

We are a 'controlled company' within the meaning of the Nasdaq listing rules and, as a result, rely on an exemption from certain corporate governance requirements. Because William A. Mobley, Jr., our founder, Chief Executive Officer and Chairman, controls more than 50% of the voting power for the election of directors, we are a 'controlled company' under the Nasdaq listing rules.

Stakeholder relations · Investor relations and market confidence

We currently have limited securities analyst coverage, and the failure of additional analysts to initiate coverage, the loss of existing coverage or unfavorable analyst research could adversely affect the market price and trading volume of our Class A common stock. If additional securities or industry analysts do not initiate coverage of us, or if analysts that currently cover us cease coverage, demand for our Class A common stock could decrease.

Digital transformation and innovation · Technology obsolescence and evolution

If we are not able to continue to innovate or if we fail to adapt to changes in our industry, our business, financial condition and results of operations would be materially and adversely affected. The market for online video, radio and games is characterized by rapidly changing technology, evolving industry standards, new service and product introductions and changing customer demands.

Information management · Technology vendor dependence

We depend on third-party partners, service providers and infrastructure, and disruptions, cyber-attacks, system failures or failures of third-party technology could adversely affect our operations and subscribers. We rely on third-party service providers, including cloud computing and distributed infrastructure platforms, to support critical aspects of our operations.

Technology infrastructure · Cloud services and data center operations

We rely on third-party service providers, including cloud computing and distributed infrastructure platforms, to support critical aspects of our operations, including data processing, storage and service delivery. Because we cannot easily switch our operations to alternative providers, any disruption of or interference with our use of these third-party services could adversely impact our operations.

Technology infrastructure · Disaster recovery and business continuity

In addition, fires, floods, earthquakes, power losses, telecommunications failures and other catastrophic events could damage our systems or those of our third-party service providers or cause them to fail completely. As we do not maintain fully redundant systems, any such disruption could result in prolonged downtime, loss of subscribers and harm to our business and results of operations.